What happened
National Fuel Gas Company (NYSE: NFG) closed its acquisition of CenterPoint Ohio on October 1, 2026, for $2.62 billion. National Fuel got 100% of the equity interests in the business.
National Fuel paid $1.42 billion in cash and issued a $1.2 billion promissory note to the seller. The filing says the deal is reflected in unaudited pro forma condensed combined financial statements for the nine months ended June 30, 2026 and the year ended September 30, 2025.
Key numbers
| Metric | Latest | Change | Source |
|---|---|---|---|
| Acquisition Consideration | $2.62 billion | SEC 8-K | |
| Cash Consideration | $1.42 billion | SEC 8-K | |
| Seller Note Facility | $1.2 billion | SEC 8-K | |
| Revolving Credit Facility | $1.3 billion | SEC 8-K | |
| Senior unsecured notes issued | $1.5 billion | SEC 8-K | |
| Pro forma net income available for common stock | $621.23 million | from $567.93 million, + $53.30 million | Calculated from SEC 8-K |
Why it matters
The filing shows National Fuel adding a larger regulated utility footprint and new financing at closing. It also shows a $1.3 billion unsecured committed revolving credit facility and $1.5 billion of senior unsecured notes issued on June 10, 2026, at a weighted average interest rate of 5.10%.
OptimistFi's case is that National Fuel can create value if its essential gas-distribution franchise and gas-linked subsidiaries keep producing resilient cash while regulation, leverage, and commodity exposure remain manageable. This filing is mixed for that case because it adds scale, but it also adds a short-term promissory note and pro forma figures that are estimates only. The filing says the pro forma financial information is for informational purposes only and may change as more information becomes available.
On a pro forma basis, net income available for common stock for the nine months ended June 30, 2026 was $621.23 million, or $53.30 million above National Fuel's historical $567.93 million figure. That gives investors a baseline for the acquisition, but it is only illustrative and does not show how the assets will perform after closing.
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What's next
The $1.2 billion promissory note matures on the last business day that is not more than 364 days from closing. National Fuel expects to reduce the seller note commitments further through future offerings or financings, possibly to zero, before that maturity.
If National Fuel reduces that commitment, near-term refinancing pressure should ease. If it leaves the note in place, that pressure stays visible in the capital structure.
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Sources
- SEC 8-K Exhibit 99.3 — Unaudited pro forma condensed combined financial statements for National Fuel's CenterPoint Ohio acquisition.
- SEC filing
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Originally published on OptimistFi, evidence-first equity research. More at optimistfi.com.
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